CA Technologies (NASDAQ: CA) today announced that its Board of Directors
has unanimously adopted a Stockholder Protection Rights Plan to replace
the Company’s existing Rights Plan, scheduled to expire on November 30,
2012. The new Rights Plan was not adopted in response to any specific
effort to acquire control of the Company and is not intended to prevent
a takeover at a full and fair price.

The Company’s new Rights Plan is substantially similar to the existing
Rights Plan, which was voted on and received the favorable support of
the Company’s stockholders in 2010 and 2007. In order to address the
corporate governance issues that are generally associated with rights
plans, CA Technologies will ask its stockholders to vote on its new plan
at its 2013 Annual Meeting.

“CA Technologies believes this Rights Plan strikes an appropriate
balance between empowering the Board of Directors to use a Rights Plan
to increase its negotiating leverage to maximize stockholder value and
the current best practices in corporate governance that give
stockholders a voice in the process,” said Art Weinbach, Chairman of the
Board of Directors.

In connection with the adoption of the new Rights Plan, the Company
declared a dividend of one right on each outstanding share of the
Company’s common stock. The dividend will be paid on December 3, 2012
upon the expiration of the Company’s existing Rights Plan to
stockholders of record on November 19, 2012.

In general terms, and as in the existing Rights Plan, the rights are not
exercisable until such time as an acquiring person becomes the
beneficial owner of 20 percent or more of the Company’s common stock.
The “Qualifying Offer” provision of the Rights Plan establishes a
process by which stockholders holding at least 10 percent of the
outstanding shares may call a special meeting at which all stockholders
may vote on whether to exempt a Qualifying Offer from the Rights Plan,
while also providing the Company’s Board with the time and opportunity
to attract and secure potentially value-maximizing alternatives to an
unsolicited takeover offer.

Additional details and a copy of the new Rights Plan are included in a
Report on Form 8-K filed today with the Securities and Exchange
Commission.

About CA Technologies

CA Technologies (CA)
provides IT management solutions that help customers manage and secure
complex IT environments to support agile business services.
Organizations leverage CA Technologies software and SaaS solutions to
accelerate innovation, transform infrastructure and secure data and
identities, from the data center to the cloud. Learn more about CA
Technologies at www.ca.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication (such as statements containing
the words "believes," "plans," "anticipates," "expects," "estimates,"
"targets" and similar expressions) constitute "forward-looking
statements" that are based upon the beliefs of, and assumptions made by,
the Company's management, as well as information currently available to
management. These forward-looking statements reflect the Company's
current views with respect to future events and are subject to certain
risks, uncertainties, and assumptions. A number of important factors
could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including: the ability to
achieve success in the Company's strategy by, among other things,
effectively rebalancing the Company's sales force to increase
penetration in growth markets and with large enterprises that have not
historically been significant customers, enabling the sales force to
sell new products, improving the Company's brand in the marketplace and
ensuring the Company's set of cloud computing, Software-as-a-Service and
other new offerings address the needs of a rapidly changing market,
while not adversely affecting the demand for the Company's traditional
products or its profitability; global economic factors or political
events beyond the Company's control; general economic conditions and
credit constraints, or unfavorable economic conditions in a particular
region, industry or business sector; the failure to adapt to
technological changes and introduce new software products and services
in a timely manner; competition in product and service offerings and
pricing; the failure to expand partner programs; the ability to retain
and attract adequate qualified personnel; the ability to integrate
acquired companies and products into existing businesses; the ability to
adequately manage and evolve financial reporting and managerial systems
and processes; the ability of the Company's products to remain
compatible with ever-changing operating environments; breaches of the
Company's software products and the Company's and customers' data
centers and IT environments; discovery of errors in the Company's
software and potential product liability claims; the failure to protect
the Company's intellectual property rights and source code; risks
associated with sales to government customers; access to software
licensed from third parties; risks associated with the use of software
from open source code sources; access to third-party code and
specifications for the development of code; third-party claims of
intellectual property infringement or royalty payments; fluctuations in
the number, terms and duration of the Company's license agreements as
well as the timing of orders from customers and channel partners; the
failure to renew large license transactions on a satisfactory basis;
changes in market conditions or the Company's credit ratings;
fluctuations in foreign currencies; the failure to effectively execute
the Company's workforce reductions; successful outsourcing of various
functions to third parties; events or circumstances that would require
us to record a goodwill impairment charge; potential tax liabilities;
acquisition opportunities that may or may not arise; and other factors
described more fully in the Company's filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties
occur, or should our assumptions prove incorrect, actual results may
vary materially from those described herein as believed, planned,
anticipated, expected, estimated, targeted or similarly expressed in a
forward-looking manner. The Company assumes no obligation to update the
information in this communication, except as otherwise required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.

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